Crossfirst Bankshares (CFB) M&A Announcement summary

Deal rationale and strategic fit

• The merger creates a $20 billion asset commercial banking franchise, expanding into high-growth markets such as Kansas City, Dallas, Denver, Phoenix, and six new states, with a combined presence in five of the top 25 U.S. MSAs and 77 service centers across 10 states.

• Both organizations share strong cultural alignment, complementary business models, and core competencies, including Busey's robust capital base and CrossFirst's high-quality loan growth.

• The partnership leverages Busey's wealth management and payment technology with CrossFirst's commercial banking strengths, aiming to deepen client relationships and expand service offerings.

• The deal is structured to maintain continuity in leadership, with a combined management team, a clear succession plan for executive roles, and a 13-member board (8 Busey, 5 CrossFirst).

• The merger is expected to enhance organic growth opportunities, provide flexibility for future M&A activity, and target over 400,000 prosperous households.

Financial terms and conditions

• The transaction is a 100% all-stock deal valued at approximately $916.8 million, with CrossFirst shareholders receiving 0.6675 shares of Busey stock per CrossFirst share.

• Pro forma ownership will be 63.5% for Busey shareholders and 36.5% for CrossFirst shareholders, with estimated $20B+ in assets, $17B deposits, $15B loans, and $1.6B tangible common equity at close.

• Minimal tangible book value dilution of -0.6% with a six-month earn-back period and 20% EPS accretion in 2026 (16% excluding interest rate marks).

• No capital raise is required; pro forma capital ratios remain strong, with leverage at 9.6%, CET1 at 11%, and total risk-based capital at 14.1%.

• CrossFirst shareholders will benefit from a new dividend, as Busey's $0.24/share quarterly dividend represents a $0.16/share pickup.

Synergies and expected cost savings

• Estimated cost savings of $25 million, or 16% of CrossFirst's annual non-interest expense, fully phased in, with 50% realized in 2025 and 100% thereafter.

• Revenue synergies from expanded wealth management and payment solutions are anticipated but not included in financial projections.

• Expected to significantly improve net interest margin and efficiency, driving higher profitability and returns.